NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
To the Shareholders of VOIP Telecom, Inc.:
Notice is hereby given that an Special Meeting of the Shareholders of VOIP
Telecom, Inc., a Nevada corporation, (the Company) May 31, 2002 at 10:00 a.m.
for the following purposes:
I. To ratify a plan of Acquisition of Global Holdings, Inc.
II. To transact such other business as may be properly brought before the
Special Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business April 26, 2002 as
the record date of determination of shareholders entitled to notice of and to
vote at the Special Meeting. A list of such shareholders shall be open to the
examination of any shareholder at the Special Meeting and for a period of ten
days prior to the date of the Special Meeting at the offices of VOIP telecom,
Inc.
Accompanying this is a Proxy. Whether or not you expect to be at the
Special Meeting, please sign and date the enclosed Proxy and return it promptly.
If you plan to attend the Special Meeting and wish to vote your shares
personally, you may do so at any time before the Proxy is voted.
A copy of the Companys Form 10KSB for the year ended December 31, 2001 and
the Companys 10-QSB as of March 31, 2001, June 30, 2001 and September 30, 2001
are filed with the Securities and Exchange Commission, are available to
shareholders upon request.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors
Grant Hunter
CEO
April 26, 2002
Memphis, TN
Enc: Proxy Information Statement
Proxy
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
INFORMATION STATEMENT
Memphis, TN
April 26, 2002
The Board of Directors VOIP Telecom, Inc., a Nevada corporation (the
Company or VOIP) is soliciting the enclosed Proxy for use at the Special
Meeting of Shareholders of the Company to be held on May 31, 2002 (the Special
Meeting), and any adjournments thereof. The Company intends to mail this Proxy
Statement and accompanying proxy card on or about April 26, 2002 to all the
shareholders entitled to vote at the Special Meeting.
Unless contrary instructions are indicated on the Proxy, all shares
represented by valid Proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted FOR the acquisition of Global
Holdings, Inc and attend to any other business which maybe properly come before
the Special Meeting and be submitted to a vote of the shareholders.
A Proxy many be revoked by written notice to the Secretary of the Company
at any time prior to the Special Meeting, by executing a later Proxy or by
attending the Special Meeting and voting in person.
The Company will bear the cost of solicitation of Proxies. In addition to
the use of mails, Proxies may be solicited by personal interview, telephone, or
telegraph, by officers, directors, and other employees of the Company.
The Companys mailing address is 4126 Delp Street, Memphis, TN 83118, which
is the address of the Companys offices.
VOTING
Shareholders at the close of business on April 26, 2002 (the Record Date)
will be entitled to notice of and to vote at the Special Meeting or any
adjournments thereof.
As of April 26, 2002 4,756,590 shares of common stock, par value $.0001, of
the Company (Common Stock) were outstanding, representing the only voting
securities of the Company. Each share of Common Stock is entitled to one vote.
Votes cast by Proxy or in person at the Special meeting will be counted by
the person appointed by the Company to act as Inspector of Election for the
Special Meeting. The Inspector of Election will treat shares represented by
Proxies that reflect abstentions or include broker non-votes do not constitute
a vote FOR or AGAINST any matter and thus will be disregarded in the calculation
of votes cast. Any unmarked Proxies, including those submitted by brokers or
nominees will be voted FOR the nominees of the Board of Directors.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Companys Common Stock as of April 26, 2002, by (I) each of the
Companys named executive officers and directors, (II) the Companys named
executive officers and directors as a group. The business address is the same as
that of the Company unless otherwise indicated.
For purposes of this Proxy Statement, beneficial ownership of securities is
defined in accordance with the rules of the Securities and Exchange Commission
with respect to securities, regardless of any economic interests therein. Except
as otherwise indicated, the Company believes that the beneficial owners of the
securities listed below have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Unless
otherwise indicated, the business address for each of the individuals listed
below.
Officers and Directors Number of Shares Percent (1)
Beneficially Owned Beneficially Owned
B. Grant Hunter ** 1,730,111 35%
CEO and Director
Mary A. Eubanks 104,867 2%
Secretary/ Treasurer and Director
Jerry Hunter * 531,023 11%
Director
W. Burley Shedd 650 1%
Director
ED Gatlin 30,425 1%
Director
Management as a Group 2,390,076 50%
Based on 4,756,590 as of April 26, 2002
* It should be noted that Mr. Jerry Hunter is the 100% owner of Lynn Whitsett
Corp.
** It should be further noted that Mr. B. Grant Hunter is the Vice
President of Lynn Whitsett Corp.
PROPOSAL I
Acquisition of Global Holdings
Ratification of a plan to acquire Global Holdings, Inc. a privately owned
Tennessee corporation which specializes in refractory services. It should be
noted that the two shareholders of Global Holdings, Inc. are Mr.Grant Hunter the
companies current CEO and John Curry the companies former Secretary/ Treasurer
and Director. The acquisition calls for VOIP Inc., to issue fifteen million
shares of common stock for 100% of the outstanding shares of Global Holdings
Inc. Both Mr. Hunter and Mr. Curry will receive seven million five hundred
thousand shares (7,500,000) each of the shares being issued to acquire Global
Holdings, Inc. Global Holdings Inc., will have audited financial statements.
This transaction will be deemed a reverse merger due to the shareholders of
Global Holdings, Inc. controlling the combined company. VOIP Inc., will be the
survivor for legal purposes, whereas Global Holdings Inc., will be the survivor
for accounting purposes.
PROPOSAL II
OTHER MATTERS
The Board of Directors does not know of any other matter to be presented at the
Special Meeting, which is not listed on the Notice of the Special Meeting and
discussed above. If other matters should properly come before the meeting;
however, the persons names in the accompanying Proxy will vote Proxies in
accordance with their best judgement.
The Companys Form 10KSB as of 12/31/01 was filed with the Securities and
Exchange Commission on March 27, 2002 will be furnished without charge upon
receipt of a written request identifying the person so requesting a report as a
shareholder of the Company at such date. Requests should be directed to the
Director of Shareholder relations.
ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE
BY ORDER OF THE BOARD OF DIRECTORS
B. Grant Hunter
CEO
EXHIBITS
1. Acquisition Agreement and Plan of Reorganization between Global Holdings,
Inc. and VOIP Telecom, Inc.